Cougar on the Prowl
by GrimGrave
Summary: Commissioned by Rashaan Butler. Yang, rookie-huntress and pizza delivery girl, works part-time to help pay for Combat School. When her best friend and love-interest's mother makes an order, things take an interesting turn. Rated M for strong adult themes. NotSafeForWork. Contains futanari/hermaphroditism (woman with penis) Feedback is appreciated.


**RWBY does not belong to me, but to Rooster Teeth.**

 _Commissioned by Rashaan Butler. And a happy birthday to you, my friend! Hope you have a wonderful day. This was a bit of a challenge towards the end, but I hope you and others enjoy it all the same. Huehuehue._

 _Commission slots open: 1_

 _Request slots open: 1 (restricted to short oneoffs)_

 _Read this under the premise that Grimm doesn't exist._

 **Cougar on the Prowl**

Vale summer-season, Friday night; the time of week when people cut loose and party and the season when the temperature and hormones are high. A winning combination when you weren't stuck at work like Yang Xiao-Long currently was; having to work part time to help pay her through Beacon Academy Combat School was a sign of independence that she embraced wholeheartedly, but it had its fair share of drawbacks.

"So, sis, do you have any plans for tonight?" she asked, minding her own business as employees hustled to and from around her. Pizzerias were the most active during Fridays and weekends and as a delivery-girl, Yang had to help every single time, leaving her with barely any time for herself. Her sister on the other hand…

" _Well, Weiss is taking me to the cinema tonight,"_ Ruby replied. While the blonde was happy for her sister and her girlfriend/teammate, it was a smidge upsetting. " _Then we're going to that new restaurant that opened recently; you know the one near the mall? I think Weiss wants to show off… Not that I complain, though!"_

A smidge upsetting that her younger sister not only had a girlfriend, but could enjoy the brief time off from studies and training instead of working like some others. Not only has Yang not been able to confess to Blake about her heavy crush on her, said Faunus was also away with friends out of town. God, that minx was drop-dead sexy; jet-black hair that cascaded down her back, white skin that begged to be kissed and nipped, and amber eyes accentuated with purple eyeshadow in catseye style. Curvy and hips so taunt it drove anyone crazy, with a perfect ass that just asked for a spanking…or a tonguing; oh did Yang ever appreciate a good rear. The winning combination of white, yellow, and black, coupled with that ass, had the blonde changing her underwear a lot more often than she cared to admit and it certainly had not stopped her from pleasuring herself – stimulating her vagina as well as her cock (a result from a case of hermaphroditism, apparently from her birth-mother) – while fantasizing about Blake. Oh the things she would do to her if given the chance…she would make Blake push her kitty to her—

Yang bit the inside of her cheek and punched herself in the leg. This wasn't the time to get an erection, what with her personal tracksuit would only draw attention to the bulging outline of her length.

Still, she was happy for Ruby at the end of the day and going to Combat School had allowed the blonde to meet Blake Belladonna in the first place; training for Aura and Semblances, combat schools trained people to handle things the military could not and Yang, ever the thrill-seeker, had enlisted without a second thought. Meeting Blake had just been the cherry on top – a cherry that Yang hoped to pop during a wild sex-session.

Alas, it was expensive and while their dad had offered to help (being more than capable of doing so) the blonde brawler had insisted on getting a part-time job to make it easier for him. In retrospect, it had perhaps been an unwise decision.

"That's nice, Rube. Tell Weiss I said ´Hi´, alright? Also, think you two can do me a solid and buy some Mistral take-away food on your back? It's going to be a long night here I'm afraid and I rather not eat pizza again; gotta keep myself fit and all."

Ruby giggled over the scroll. _"Will do! The usual, right?"_ The sniper paused and distant chatter could be heard. _"Oh, and Weiss wishes you luck!"_

"Give her my thanks and about the food; you know it." She smirked to herself. It was one of the few things she could enjoy when she got home late. "By the way, how far have you and Weiss gotten—"

"Hey! Yang!" a man shouted. "We've got an order ready for you!"

"Welp. I got to go, but we'll talk later, Rubes! Don't forget about the food!" She ends the call and seals her scroll shut as she makes her way through fellow workers. "Yes sir?"

"You're to take this order and deliver it to this address," her boss typed away at his scroll. "Make sure you're not late."

She rolls her eyes. "Yeah yeah, I know. I'm not exactly new at this." Her scroll pinged. She inspected the message, eyes narrowing as she re-reads the address. "Wait…Isn't this…?"

Blake's address. There was no mistaking this. Yang had never actually been inside the Belladonna household, only passing through it once a little while back (and having met her dad in quick passing). Either Blake had been lying about visiting friends out of town, or her parents fancied pizzas, which struck as strange seeing how they basically ran Menagerie from afar and were rather well-known and probably only enjoyed fine dining.

"One can hope she's still home." Yang grinned and adjusted the collar of her black-and-yellow racing suit, complete with her personal emblem at the back. The front was only zipped up just below her displayed ample cleavage – it got real hot in a matter of seconds otherwise – to avoid getting a heatstroke as she headed out, order in hand.

* * *

Kali closed her laptop abruptly with a groan. She rested her face in her hands, jittery with frustration. She had been writing for what felt like the whole day and had only gotten so far on her book, distraction gnawing at the back of her head and settling between her thighs. Normally she would have called for her husband, Ghira, and mounted him right away, but unfortunately he was back in Menagerie to take care of businesses as the mayor.

It had only been almost a full month now and the Faunus woman was at her limits. Feeling lonely and being sexually frustrated did not exactly end well. Kali reached down, feeling up soaked panties as she drew small circles around an engorged clit. She screwed her eyes shut as vivid images displayed before her mind's eye; Ghira was home and just as desperate and needy as she was, frantically searching for her with an animalistic fervour.

And then he would find her, ready and waiting in bed. She would wiggle her rear at him, beckon him, and watch with glee as he literally tears and sheds his clothes off just so he can take her; fuck her like the animals they are, breed her with a new baby, and just dominate her like an Alpha-Prime.

Muscles tensed and relaxed sporadically as she slipped underneath the underwear and dipped inside wet folds. Overloaded from neglect and loneliness, it did not take the mature woman long to vent out if only a little as she trembled and clasped her thighs over her hand.

Her pussy was in heat that was in desperate need for quenching. Her own fingers could only do so much.

New images took root, edging her on closer to the abyss of bliss; this time it was not Ghira, but a handsome man – or a gorgeous woman – making housecalls and Kali invited them in. She would offer them a drink; subtly seduce them until neither could fight the temptations any longer. She would dominate them this time, play them like a flute and have them worship her like a queen. Maybe they would be humans as well and worship her for being a Faunus, displaying complete obedience. Now that was an interesting thought. Some people hated the Faunus still, so why not let it be a human racist and convert them – convert the hater to a Faunus-worshipping sex-slave who could only get off from Faunus'.

Kali chewed on her bottom-lip and sharply exhaled through her nose. She curled a finger inside of her and shivered with pleasure. Having a human male feverishly jerk off to her, have him worship the very ground she walked on…maybe let him fuck her, have him ejaculate inside of her…Or what about a woman? She had explored enough in her younger days to know what a woman liked; maybe she would let the human female eat her out whenever Kali wanted, keeping her around the house whenever Ghira was away.

She let out a whimpering moan and quivers as small pleasure washes over her.

Yellow eyes peeked up at the clock. Between when she called for a pizza – a treat befitting it was Friday evening and to reward herself for her hard work today – and now had felt like an eternity. She arched back into her recliner and yawned cat-like, stretching her arms and rolling her neck. She slumped and released a quiet purr. She rested her eyes to the sound of the grandfather-clock's ticking in the background until the doorbell had them snapped open wide with attention. In her loneliness and sex-starved state Kali knew that if she played her cards right, this was going to be an exciting night.

* * *

The humming engine of Bumblebee – the brawler's personal motorcycle – came to a slow stop as Yang inspected the building. The house was large, easily dwarfing hers and Ruby's own back in Patch village. It was mighty impressive with its Menagerie style; wooden siding and brown roof tiles framed the multilevel house. Plant-beds with exotic flowers grew along the stone-path to the front door and palm trees were haphazardly spread along the perimeters of the villa.

She glanced down at the scroll message. "This is it… This is where Blake lives, huh." She jumped off the motorcycle and picked up the delivery. "First time for everything, I guess."

It would be an understatement to say that Yang was panicking on the inside; what if Blake was still at home and answered the door? The blonde knew how to keep up her cool, collected exterior, but the gorgeous Faunus always managed to get under her skin without knowing or trying.

Steeling herself, Yang rang the doorbell. She waited, listening to the noise of cars driving in the distance. The quickened sound of footsteps caught her attention; the lock clicked and the door opened.

Yang's breath caught in her throat and her heart did a double-take. For a moment she swore she was seeing Blake in the doorway, but this _woman_ – this stunning creature of human voluptuousness and feline beauty – could not be her, yet the similarity was striking! The woman was as tall as Yang, meeting her eyes at an even level. Short, raven-black hair curled at neck-length around two large, pierced cat-ears with gold rings. Yellow eyes with the same kind of purple eyeshadow regarded her and a sultry smile curved full lips in a cat-like fashion. This woman – Blake's mother or solder sister, it was hard to tell – wore a black robe made of silk, trimmed with gold, the same colour as the catpaws printed over the robe. Black arm-warmers extended to the woman's middle-fingers, judging by the looks of it, and her robe was hanging loosely by the edge of her shoulders, allowing a fair amount of skin to tempt Yang with a longer-than-she-should-have look.

If Blake was a bombshell, this woman was a nuclear warhead. She was every bit as sexy as Blake and much more. And that sultry, inviting look; it was as if she was undressing Yang with her eyes. Was she imagining it? Either way, this image right here would be saved in the spank-bank for later.

She shifted uncomfortably, her cock straining against the suit, her nostrils flaring and pupils dilating as the woman seemingly spoke, "…made it here just in time."

Yang blinked. "P-Pardon?"

The woman chuckled. It was airily, gentle. "I said I'm glad you made it here just in time. I haven't eaten in hours."

"Oh, I'm just doing my job, ma´am!" She mocked saluted her customer with a grin. "A swift delivery equals a satisfied customer and we always serve it hot!"

The woman muttered something the blonde didn't quite catch and clasped her hands together with a vixenish smile. Gods above that smile alone could make the brawler cum. "Wonderful. I couldn't imagine eating it any other way. Well, I do believe that deserves a tip, wouldn't you say? Do step inside; you can put it over there," She gestured towards a small table near the entrance. "And I'll get you your money, dear."

Yang grinned playfully at her. "Sure thing, lady!" She entered the impressive house and would have appreciated the entry way with its cream-coloured plaster and light-coloured wood walls, the smooth pale pink rug, and the beautiful paintings hanging on said walls had her gaze not been immediately drawn to the luscious woman and the way she sashayed.

Kali walked over to a small storage bench with a feline grace, searching through assorted keys and trinkets. "I'm glad you arrived when you did; being alone in this big house with both my daughter and husband away can be taxing." She chuckled, the sound sensuous and thrilling. "I could use some company, however fleeting it may or may not be."

"I can imagine…" Yang replied with her gaze trained on the woman. So this was Blake's _mother_! That certainly explained this woman's sex-appeal and certainly where Blake got hers from; was Kali's Semblance to be the absolute paragon of attractiveness and how had it transferred to Blake?

And that was when she lost her train of thought; Kali peered over her shoulder at the blonde with a provocative look that practically screamed lust as she bent forward ever so subtly…and slid her robe over to reveal her just where Blake had gotten the ´Bellabooty´ from. The milfy Faunus smiled an erotic smile and flashed the tip of a petite fang as she swayed her hips invitingly, drawing the attention of lilac eyes. Her G-string panties, black and white-trimmed and lacy, were snugly fitting between full, perfectly curved pale globes…and the material used was apparently _translucent._

Yang's flashed deep crimson for a brief moment out of lust – out of **want.**

She saw _everything_ ; the meaty, puffy labia lips of Kali's outtie pussy, her engorged clit, the moisture of her already heated excitement and anticipation…and just like that it was gone as swiftly as it had appeared.

The robe fell back over at as the dark-haired enchanter straightened and Yang sharply exhaled through her nose only to be given another treat as she sash came undone and parted to reveal just how similarly see-through Kali's bra was. Ample-sized breasts garnered Yang's attention with their firm, round shapes, capped with dusky nipples. The woman was slim like a model or swimmer and had taut curves that were beginning to drive Yang mad with desire, with birthing hips that accentuated her rear which shook ever so invitingly with each calculated step. Her feline gaze stared the blonde down like a cat before a mouse that had the brawler's pulse rising and heartbeat pounding. The suit suddenly was way too tight around her crotch and she had half a mind to just whip her cock out right here and now, if mostly to return the treat Blake's mother had been so kind to give twice over.

Did she dare?

The raven-haired Faunus sauntered over with lien in hand. "Here's fifteen lien for the pizza…and another forty lien for you; you've earned it." She paused for a second as her words trailed. "I apologize; I don't think I caught your name, dear."

"I'm Yang Xiao Long, ma´am," the brawler replied without hesitation. "I'm—"

A gasp. "You're Blake's friend! What a small world; my baby-girl speaks rather highly of you, you know!" And just like that, the sultriness was gone. Her face beamed and her demeanour changed to that of a loving, kind mother with a friendly, motherly attitude towards the blonde despite displaying her voluptuous body and lust-inducing underwear. "It's so nice to finally meet the girl whom my daughter can't stop talking about. Thank you so much for everything you've done for her; I can only do so much for her from here, so it's a relief to know she has such wonderful friends by her side."

"L-Likewise," Yang managed. For a moment she forgot about the sexual tension that lingered in the air and was in awe. Blake's mother was amazing – the complete opposite of her own who still was on the other side of Remnant – and she gained newfound respect for the woman.

Of course, neither of them seemed to want the evening to end just yet and certainly on such a sweet note. Kali's expression resumed its vixenish smile as she stepped forward and a blood rushed from Yang's head to her cock. She eyed Yang up and down, her gaze focusing on the now visible bulging outline of her suit. "You know, my daughter and husband are the loves of my life, but as I mentioned, with my husband away and Blake out of town partying…It does get so lonesome."

"Yeah," the brawler uttered with a small grin. Her mind was reeling and she knew what was happening, but she didn't want it to stop. "That's a problem, Miss Belladonna."

"I think we're past formalities at this point. Call me Kali," the Faunus woman replied as she traced the bulge. "And like you, I also serve it hot." She purred disarmingly at the blonde. "I like what I see." She peered down at Yang's impressive cleavage and gave her length a squeeze over the suit. "And I certainly like what I'm feeling. Why Blake hasn't capitalized on this, I will never understand."

Yang nearly lost it. She kept seeing Blake in Kali – almost believing that this was a prank of some sort – but Blake was not this forward. Blake preferred to be by herself, reading whatever romance or smut stories she could find and only hung out with close friends.

Kali on the other hand was practically throwing herself at her with an aura of sexuality and the brawler realized she had two options…until one of them, not sure who, had leant forward to cross that final short distance to claim soft lips in a hungry kiss.

* * *

The two quickly found themselves in the livingroom, feverishly kissing while fumbling past furniture. The black robe had slid off and pooled around the Faunus woman's feet before kicking it away. She pressed her body against Yang's, her body-heat seeping through the suit, as the blonde struggled to peel what was practically second-skin off her athletic body. Once the arms were freed her upper body followed suite, bared for amber eyes to see in full glory.

Kali broke the kiss and nipped Yang's bottom lip as she stepped back to silently admire large mounds of malleable flesh. She smirked at her and unhooked her bra in the process, letting it fall to the floor before she pressed herself up against the brawler to seal their lips together.

Yang snickered into it. She reciprocated and wanted nothing more than to get out of the tracksuit completely, but why rush? This love-exchange would take the time needed, consequences be damned! She pressed her tongue against the seam of Kali's lips in wordless askance and delved into her mouth upon her grant of access. The raven-haired beauty' coiled against hers, coiling inside the blonde's oral cavern. Hands mapped out heated bodies and caressed every nook and cranny they could reach, from the luscious curves of their rears to the tresses that crowned their heads. Fingers buried themselves deep into dark and flaxen locks—

"Mmph." Yang reluctantly pulled back, **her** face reddened as well as her eyes. "Be careful with the hair. I take pride in it."

"Of course," Kali replied understandingly. "Then, what about _here_?" Both sets of nails dug into the brawler's back as the latter hissed with pleasure and caused her Aura to shimmer as the Faunus dragged her nails down the younger woman's back. "Or maybe… **here**?" She was cupping Yang's firm ass, kneading cheeks through the suit. "Perhaps you'd prefer if I focused on your breasts instead? Then again, my mouth isn't busy at the moment…"

Yang's nostrils flared as she shot a smirk. God damn, Blake's mother wasn't playing around. She proudly jutted out her chest. "Go ahead. They won't bite."

Kali's laugh, previously airily and friendly, was low and alarmingly husky. "But **I** do."

The brunette took an erect bud into her mouth, her hands now squeezing the delivery-girl's butt and raking fingernails across her back, straining her Aura. A flexible muscle swirled around the rosy bud before lips pursed around it to suckle it. Teeth occasionally grazed it with just enough pressure to cause Yang to swear under her breath with a pleasant shiver before Kali did the same to its twin.

It was obvious that this minx of a mother truly was experienced. Yang sighed and quietly moaned as she let Blake's mother treat herself, but the throbbing down below was starting to distract her. Besides, it felt kind of embarrassing to just stand there and do nothing.

Ever the warrior, the brawler grabbed Kali by the neck-hair and yanked her up to busy full lips with her own. The cat Faunus purred into the kiss, wrapping her arms around the human's neck. Strong hands grabbed and tugged her panties down; Yang broke the kiss for a hot second to pull them down completely – admiring the view of a trimmed little bush above her mound with few strands forming a U-shape around Kali's pretty pink sex – smelled nice, too – to fling the underwear across the room before resuming the kiss. She rolled her hips and pressed her length through her suit against the milfy feline woman's abdomen.

Kali chuckles darkly and reaches down to the zipper as Yang peels the tracksuit off her; her cock springs free, bobbing and throbbing at full length - 7.75 inches in length and 6.5 inches in circumference, she had measured and was mighty proud of it – as precum leaked from the tip. Her only clothing, a light-purple thong, barely manages to keep clean-shaven avocado-shaped balls in place, with just a bush of golden curls rested just above the base of her girl-dick. Yang's body was slender yet strong like an athlete; her abdomen showed defined aps that did not overlap her feminine curves and her arms showed coiled muscles underneath fair skin.

A bolt of wet heat shot straight between her legs as the raven-haired minx wetted her lips and gawked at it—

"All real," Yang stated as she shook her hips enough to make her member bounce a little. "All for you."

Yellow eyes flickered and met with lilac ones. Kali smiled a sly smile and rubbed her thighs together in anticipation as she chewed on her bottom-lip. "And what, pray tell, are you going to do to me with it?"

The blonde grinned. She kicked off the tracksuit and scooped the cat Faunus up in her arms, startling the older woman. She carried her to the couch and sat her down before immediately diving between creamy loins—

"Oh my."

—and nudged them aside to once again admire the view of Kali's pussy. Its liquid excitement had already run down her inner thighs and dripped down onto the couch, quivering with need. Yang leant in closer, breathed in the musky, tangy scent that made her mouth water, and nearly lost it.

Feeling a hand impatiently but carefully borrow into her hair, Yang pressed her face against Kali's sex as thigh immediately clamped down around her head. She sharply inhaled the earthy scent and lapped up the addictive taste with gusto as the Faunus moaned continuously with acute hisses and trembled in her seat. The blonde reached over to separate wet folds as she ran a hot path across Kali's slit and paid sweet tribute to her engorged bundle of nerves. She lapped up wet heat, smearing it over her lower jaw. She was eating out the orifice that had spawned Blake – a thought that was equally disturbing as well as exciting enough – to edge the brawler on as she swirled her tongue around a clit, flicking at it with the tip of her talented muscle before running it along flushed lips.

Kali purred as she kept Yang locked betwixt her loins. She shuddered as pleasure struck her continuously in smaller doses and she arched as far back as she could, patting the younger woman on the head. "Oh my…You certainly know how to make an old lady feel—" The Faunus woman gasped as a small orgasm rolled over her. "S-Special~" Her weak laugh was cut short from another moan; hearing a woman old enough to be her mother making such sweet sounds because of _her_ boosted the blonde's confidence and listening to her was music to Yang's ears. "I've a- _Ah!-_ lways supported Human-Fa— _Aahh…!-_ unus r-relations…I'm glad I made the right c-choice…!"

The brawler snickered. "What can I say? I clearly love my women with a bit of animal in them."

"I never would have imagined… _Yes, right there, o-oh gods…_ t-that a human would be between my legs…" She hissed with content and pinched her nipples for added stimulation. "You look like you belong there."

They exchanged dirty, knowing looks as Yang doubled her efforts; she lapped at the brunette's slit, prodding velvety depths that made Kali quiver and suckled on her engorged clit to earn a strangled cry. She ran her tongue along the Faunus' slit, each breath more potent with Kali's scent than the last, and lightly grazed her clit with her teeth. Creamy thighs locked even tighter around her head as the cat Faunus orgasmed, spilling her nectar for the blonde to lap up like a kitty with milk. The brunette was quivering like a woman's vibrator as she cried out and rolled her hips, desperate to milk as much pleasure as she could from that flexible muscle.

Once Kali's high subsided she went slack, bones rendered to pliant, hot goo. "Oh my…So that's what it feels like…"

"What?" Yang inquired with laboured breaths. She shot the older woman a smirk. "An orgasm?"

"Receiving oral sex," the Faunus shot back with a coy smile. "My husband does not fancy the idea."

The brawler guffawed. "His loss then. You taste amazing." She sneered. "I could do it again, but I'm getting quite needy here myself…"

"I bet you do~" The raven-haired mother patted the couch. "Take a seat, darling, and let me show _you_ a good time…"

"Yes ma'am!"

Within seconds the roles were reversed; Yang sat on the couch, legs spread and resting comfortably as Kali settled between strong thighs. She wrapped a hand around the impressive length with a wicked mirth in her eyes as she slowly jerked it. "It's bigger than my husband," she huskily uttered in awe. The voluptuous woman runs her tongue across soft lips and jerks her daughter's friend's cock faster as her other hand plays with lower lips and dips a digit inside wet heat.

"You know how to stroke my ego, Kali," the brawler shoots back and sighs contently. This was way better than doing it by yourself; the older woman's accumulated experience paid off as she guided Yang's girl-dick into her wet oral orifice—

" _Oh, fuck…!"_

—and suckled on the mushroom tip. She swirled her tongue around it before taking it deeper into her mouth and applied suction. The blonde's member was quickly coated in sheen of spittle and with every bobbing of her head Kali took in more of Yang's dick into her mouth until it was impossible to go any farther. The Faunus mother pulled away, drool bridging her lips and the tip together before it snapped. She quickly resumed kissing and licking the impressive member, slathering it with her tongue from top to base—

Yang sharply exhaled. "Kali…!"

—and nuzzled against the brawler's balls; they were slightly saggy and to the brunette's surprise covered up Yang's other meaty sex.

"Keep your eyes on the prize, kitty cat." Yang smirked and chuckled when yellow eyes playfully glared back. "I've got to say, you certainly look like you belong between _my_ legs, Kali. Sucking cock: a human's cock no less, it looks fitting."

The raven-haired mother ran her tongue underneath her guest's balls and sucked on them one at a time before finishing it with a kiss. "Don't get cocky, my dear. You'll want to stay on my good side if you want to get together with my daughter, which for the record I do want you to." She shot her a small grin over the raceplay attempt. "This is what an older Blake could potentially look like; she has my looks after all."

Yang shuddered with delight at the thought and smiled. "Sorry about that."

"Don't be. I enjoy dirty talk," Kali replied. She lavished the blonde's balls with kisses and suckled them before trailing a sloppy path up Yang's cock which she still jerked at a quicker pace. Pre frothed at the tip and was quickly licked up as the brunette takes the blonde's cock back into her eager mouth, sucking her off like a pro. Those same lips that kissed her husband and pecked Blake on the cheek was now obscenely spreading around the brawler's girl-dick.

" _Fuck…!"_

It throbbed and jerked inside Kali's throat. At this rate the brawler would cum right then and there – a certainly promising prospect – but she didn't want to it; if she was given the chance to bed Blake's sex-goddess of a mother, then she had to take her in her favourite position.

She steeled herself and bit the inside of her cheek as she watched Kali wrap her luscious lips around the mushroom tip, jerking Yang off while playing with herself.

What a sight. Maybe she ought to have filmed the whole thing?

Before the pleasure reached its peak, however, Kali stepped back and straightened. Her breath was laboured, but she still smirked like the cat that got the cream. "It's a sofa-bed. Let's give ourselves a bit more room for when you take me by storm, dear."

Yang's eyes flashed bright red and she grinned. Simple enough, the sofa-bed was complete and before Kali could even begin she was pulled down and immediately pinned down by the brawler. The mushroom tip prodded her pretty pink sex, teasing the mature woman as the blonde smirked. "You ready?"

Kali flashed a playful grin. "Ahh, the hubris of youth," she joked. "Don't hold back on me now, little dragon."

That did it. Yang adjusted herself and thrust her hips. The head of her cock parted puffy lips and delved into wet heat as both of them groaned and hissed.

So _tight_. It was unbelievably snug. Inner velvety walls clamped down around the large intruder and Yang had to steel herself so she did not blow her load right then and there. Kali convulsed, hissing and bucking as her feminine channel tried to accommodate the impressive insertion.

"Holy…" She moaned, the sound throaty and laced with lust. "I don't know if it's because my husband— _Ohgoodheavens!—_ ha-has been a-away for so looong…" Her breathing was laboured, her chest rising and falling with each inhale. "O-Or if you're j-just so much b-bigger…"

The brawler sharply exhaled through her nose and gritted her teeth. She had had sex before – a time in her life when she, intoxicated, had visited a brothel and spent the night with some short, mute chick – but this was on a whole different level. Kali's pussy was so borderline inflexible and it felt _so_ good! It took all her willpower and a bleeding inside her mouth to ensure she would not cum as she slowly sheathed her thick length inside of Blake's mother. Yang eased herself up to the base with a string of pleasurable groans; it was as if her cock was wrapped in wet, warm silk.

"Fuck…" she huskily uttered. Her muscles tensed as she acclimatized. "Fuck…"

They exchanged looks – heated and wild – and Yang kissed her with a rough passion. She moved her hips in a slow, but even rhythm as she dragged out her dick until only the head remained inside before slamming it all back inside the velvety depths.

Kali gasped into the kiss. She scratched the blonde's strong, wide back, tearing at her Aura as the sofa-bed rocked with each pounding. It creaked and strained against the carpeted floor, the sound reverberating throughout the room with the ticking of the grandfather-clock ticking away. Seconds turned into minutes turned into what felt like eternities as Yang fucked Kali with machine-like movements and the strength of a horse.

The levels of wet depths she reached was incredible; she swore she was reaching the mother's cervix and the thought of cumming inside of the Faunus, reaching that deep inside, edged the blonde on. What debauchery this was, mating with your friend and love-interest's mother and ejaculating inside the hole she came from.

" _Fuuuck…!"_

Yang cocked her head and pressed her lips against Kali's throat, kissing and sucking on fair skin till it bruised. She trailed a path of pain down to the brunette's collarbone and nuzzled against it as she pounded away. Kali let out a litany of mewls of approval as she took everything her daughter's friend had to give; she trembled with each thrust, smaller orgasms wrecking her body as a cock larger than Ghira's reached places she did not even know could be with a force that nearly knocked the air out of her lungs with each plunge.

"G-Gods, Ya- _Aahh-_ nng!" Her voice was raspy and shrill. "You're s-stretching me out…!"

"And yet," the brawler replied in-between thrusts. "You're so." She nearly growled. "Tight!"

"If you—" A sharp gasp. "Want to cu-" She hissed and mewled loudly as another orgasm washed over her. "C-Cum, go right a-a- _AH!_ -head! Y-You d-dirty little h-human…!"

Yang smirked devilishly. At this rate she would likely reach her high earlier than she would like and, being the ass-lover that she was, decided it was time to change this up a little; with a disapproving noise from Kali, Yang pulled out and straightened. She hefted Kali up, startling her, and rolled her over to her stomach.

The brunette quickly caught on and raised her backside with an inviting wiggle. She clawed at the cushiony couch beneath when her womanhood was once again crammed with the brawler's cock, strings of moans escaping her throat. Her vision swam ever so slightly from the sensation as she tried to even her breathing. Her heart pounded loudly and her body was burning hot; she was a quivering mess and at Yang's mercy, the knowledge only adding to the thrill and pleasure.

A sharp pain stung at Kali's left ass-cheek and she gasped with a loud cat-like snarl. Glancing back and noticing the reddened handprint, the blonde raised her hand again as she rolled her hips—

The sound of flesh slapping flesh was distinctly deafening and the pleasure-pain that came from the spanking was eroding the Faunus' senses. It spread from synapse to synapse and pooled between her legs as she climaxed for the umpteenth time.

—and another smack of an open palm spank firmly connected with Kali's ass-cheek. The raven-haired beauty below whimpered and moaned as Yang repeated the process, altering between cheeks. She could not get enough of this; Kali's rear was on full display for her hungry gaze, bouncing with each piston-like thrust. It was almost hypnotizing to watch. Yang's eyes eventually focused on the puckered star that was snugly hiding between firm globes, beckoning the ass-lover.

"Oh, fuck yeah." The blonde licked her lips. She pounded as hard as she could into tight, wet heat, slapping and grabbing the milfy Faunus' butt as she suckled on her thumb, coating it with saliva. With a chuckle she spread those precious cheeks and pressed her wet thumb against Kali's sphincter.

"Y-Yang, what are you—" Kali moaned out loud, wide-eyed and seeing stars. The small, but sudden insertion added unexpected stimuli to her already pleasure-wrecked receptors and she shot a hazy peek back at the blonde. The brawler smirked back at the older woman—

" _Yaaang!"_ A slap sharply connected Kali's backside and she let out a litany of praises and mewled like a cat in heat as she attempted to match Yang's movements.

—and thrusted harder, sinking herself into velvety depths at a rapid pace. Blood was pumped at an alarming speed and pounded loudly in their ears. Muscles tensed up to the point of soreness. Toes curled and knuckles turned white from the straining—

Kali's eyes rolled back into their sockets. Her tongue was lolling out and large ears twitched and flickered continuously. The brunette's pleasure-receptors were overloaded as a skilful thumb played with her asshole, teasing the small ring of muscle by dipping inside and wiggle – why had she not tried that orifice before?! – as the blonde continued to hump into her. Heavens above, she was so _full_ , her feminine channel convulsing and clamping down as hard as she could around Yang's girl-dick to milk out as much pleasure as she could.

—Yang slapped Kali's backside again before possessively palming a full cheek and plunge deep and quick into the dark-haired woman's cunt—

" _Pleease, moore!"_ Large testicles slapped against the older woman's clit, adding to both of their pleasure as each smack against her sensitive bundle of nerves overstimulated the pleasure-centre in Kali's brain. Sex with Blake's friend was wild and crazy compared to her husband and the feline woman begged for more. Pleasure licked at her bones, rendering them to hot, pliant goo as pressure settled between her legs, ready to burst as her pussy, her ass, and her clitoris was assaulted simultaneously.

—"I'm cumming," Yang uttered, throatily and needy. "I'm cumming, Kali!"

The Faunus mother growled, not bothering to form words. She slammed her hips back as Yang swiftly pounded into her and the pressure finally burst into explosion of colours that settled behind their eyes. Unfiltered pleasure zipped from neuron to neuron, their bodies aflame with blinding hot bliss as Kali orgasmed, wet excitement coating the now climaxing, throbbing cock. White-hot cum spewed forth in long ropes inside the older woman's feminine channel – inside her potentially-fertile womb – frothing at the prick as Yang strained herself inside of the pretty pink Faunus-cunt.

After what felt like a small eternity, the brawler finally pulled out and fell onto her butt with her cock still throbbing and leaking at the tip. Kali lay on her stomach with limbs akimbo, both of them breathing heavily and glistening with sweat.

"That..w-was..." Kali began. "I so needed this…" She breathed out slowly. "This reminds me of some old adult movies…The lady of the house sleeping with the pizza delivery boy and all." She softly laughed. "Kind of exciting, wouldn't you say?"

Yang managed a puny chuckle. She was nearly spent despite the blood pumping below. She wiped her brow and tried to get up as her gaze was immediately drawn to Kali's rear. The older woman spoke, but her words fell on deaf ears as Yang's length pulsated and her eyes flashed red…and remained that hot shade. Having silently appreciated Blake's ass for such a long time and having the reason she had such a fine backside right in front of her gave the brawler newfound strength reinvigoration to move—

Kali felt the sofa-bed cushion shift from Yang's movement and her hot breath tickling her upper back. "Dear?"

—and guided cock, still slick, and spat at the Faunus' revealed star as she pressed the mushroom head against it, gradually prying it open despite the startled mother's protests.

"Y-Yang, dear, that's not—!"

Painful pleasure rippled through the brunette in a hot flash; her puckered star pried open, the tight ring of muscle allowing access for the blonde's large manhood as the latter slowly sunk into it, hilting herself to the base. Her testicles rested against Kali's slick labia lips and tugged at them as Yang pulled away until the distance was too far. The sensation of feeling so _full_ \- in her ass no less – had the milfy woman scratch at the sofa with a hiss of pleasure-pain that was slowly rising in pitch as Yang began thrusting at a slow pace.

"Heavens above…" Kali moaned. "You're insatiable."

The blonde grunted in response, desperate to get off one more time and enjoy the Bellabooty for as long as her still-sensitive cock could. Once they both were acclimatized Yang quickened her pace, pounding into the tight orifice. Her thrusts were hard like an engine-piston, her balls slapping and tugging at Kali's labia lips and, after she raised her rear just enough, her engorged clit for her pleasure.

The noise of flesh slapping against flesh filled the air. They both grunted and moaned, slowly rising in pitch and pace as Yang rolled her hips and thrusted with ease, the lubrication from earlier working wonderfully. She rammed it all back in with strength from years of training and Kali darkly chuckled as she stifled a moan, body tensing from the assault on her backside. Perhaps she would try this with Ghira when he got back…

The knot of pressure settled between their legs again as Yang fucked Kali mercilessly. She reached deep inside and the weird new sensations drove the feline woman mad as she squirmed and bucked underneath the Huntress' warrior-body. Strong hands kept her pinned down as the brawler sheathed herself full with each thrust, balls slapping against her until said hands grabbed Kali by her hips and pulled her up enough for the blonde to adjust herself.

"Hey, Kali," Yang huskily whispered. "Did Blake ever tell you about my Semblance?"

Kali's cat-ears fluttered. A bolt of wet heat shot straight between the older woman's loins as she both broke out in sweat and ecstatically anticipated what was about to happen…and was she imagining the glow radiating from Yang's hair?

"I draw strength from hits I take..." She grunted. "And while weak, you've scratched and bitten me the whole evening…"

Realization struck Kali like a hammer and she could not possibly get any wetter than she already was.

"So," Yang continued, eyes as red as blood and hair practically a golden flame. She pulled out until just the head of her cock was inside _. "Time to finish this."_ She slammed it back inside.

Kali howled with pleasure-pain; the strength behind the impact had her whole body on the verge of breaking as her own Aura shimmered. She climaxed from each powerful thrust, gushing from her pretty pink sex over Yang's balls as they slapped against said feminine channel and clit. Pleasure-pain rippled over her like a tide. Her eyes rolled back as every muscle in her body tensed up to the point of straining, hot blinding whiteness rendering her mind a complete blank.

" **TAKE!"** Yang exclaimed as she pounded into her, the Faunus woman quivering from pleasure.

" **IT!"** Kali grabbed the nearest pillow and screamed into it.

" **ALL!"** Blinding hot pleasure singed pleasure-receptors to dust as Yang orgasmed, firing long streaks inside of Blake's mother. She milked herself inside for what felt like an eternity until her Semblance deactivated, dick throbbing and jerking, until it finally subsided and the blonde fell limply to the side.

Hot bliss suffused their bodies as fatigue finally caught up with them.

* * *

The afterglow was sheer ecstasy, manifested in sweat and heat radiating off their spent bodies. Muscles were sore and rendered to pliant goo while their heart rates finally settled down with each ragged breaths.

How much time had passed between then and now? Yang wasn't sure, but from the looks of it, the two of them had recovered enough to not look like wrecked…something. They didn't look wrecked. There.

The older opened her yellow eyes and stared into the blonde's lilac ones. She smiled and crawled over to nuzzle the brawler with a purr. "Hey there, stud."

"Hey…" Yang managed with a tired smile. Gods, she could barely move. What time was it? She peered up at the grandfather-clock and grimaced. Her boss had probably called her like ten times over by now.

"I need to go…" Yang said, but barely moved from the spot as she ran a hand across the small of Kali's back until she traced the curve of that perfect ass and cupped a full cheek. "I'd hate to leave this, though."

The brunette chuckled. "You cad. Neither Ghira nor Blake will return home for a while. We'll have more fun." She claimed the brawler's lips and purred into her hungrily. She reached over to trace her fingers across her marks on Yang's back that had been left post Aura-break. "I'm afraid I won't order too much pizza however, so you'll have to come around off-hours."

"Heh. Can do." She kissed the mother back and shuddered with delight when the black-haired cougar bit down on her lower lip. "Feisty, are we?"

Kali smiled coyly. "I haven't had this exciting sexual encounter since my honeymoon. You can't fault an old woman for taking a chance to live out her fantasies again, can you?"

The brawler scoffed. "'Old woman'? Lady, do you even own a mirror?"

"I inspect myself in it every day to make sure I look good." Kali winked at her. "Evidently, I haven't lost my touch."

The blonde grinned and sat up. "I can only imagine how you were like at my age."

"Why imagine?" Kali purred as she eyed Yang with bedroom eyes and stretched out like a cat in sunlight. "I'll show you a real jungle cat next time…"

"You're not exactly motivating me to head back to work, you know."

The mother laughed, airily and pure. She propped herself up with one arm and rested her head against her hand. "My apologies, Yang. We wouldn't want you to lose your job, now would we? Blake told me you're doing it to help pay for Combat School."

"Ah…Yeah." Yang nodded and rubbed her neck. "I am."

"As I said before, she speaks highly of you. She is quite fond of you, in fact." Kali's words trailed as she took a moment to ponder. "It would be a great shame if I hogged you all to myself."

"I…" Yang sighed. "We are just friends…"

"You like her, though. And she seems to like you well enough, don't you agree? Seeing how she frequently talks about you, I think we can arrange something so you can woo her," Kali replied with a sly smile.

"´Woo her´?" Yang stared at the older woman, puzzled. "You _want_ me to hook up with Blake?"

"You'd look adorable together. Of course, if **this** ," She gestured between the two of them. "Is going to be a regular occurrence then what better excuse to you being around than being my daughter's girlfriend? I don't mind sharing – it makes this all more exciting."

The brawler opened and closed her mouth like a fish at feeding time. "Whoa…Kali, I don't know whether to be impressed, turned on, or straight up afraid of the way your mind works."

The raven-haired beauty softly laughed. "Judging by the looks of it, you are certain not against the idea." She cast her gaze downwards for a second. "Now come here; I imagine you are already a bit late, so let's cuddle. Then maybe we can go for a quick round before we discuss how you'll woo my daughter when she gets back home. I'm thinking surprising her at the bus-station for starters."

Yang scoffed, but found herself in Kali's arms and basked in the afterglow. Things would get interesting from here on.

 **FIN?**


End file.
